Inside Tucson Business: Excerpts from Roche’s letter to Ventana Medical

Excerpts from Roche’s letter to Ventana Medical

Published on Friday, June 29, 2007

This is from a transcript of a letter sent June 25 to Jack Schuler, chairman of Ventana Medical Systems, from Franz B. Humer, chairman and CEO of Roche:

Dear Jack:

In light of your unwillingness to agree to meet for a discussion concerning a possible business combination between Ventana and Roche, or even to take my call today, we have decided to publicly disclose the proposal, made to you last week.

For the past several months, Roche has attempted to engage Ventana’s management and board of directors in a discussion on the merits of a business combination transaction. Unfortunately, Ventana has been unwilling to engage in any meaningful dialogue on this matter. Specifically,

• On January 18, Mr. Christopher Gleeson, the President and Chief Executive Officer of Ventana, had dinner with Dr. Severin Schwan, the Chief Executive Officer of Roche’s Diagnostics division. During dinner, Dr. Schwan raised with Mr. Gleeson Roche’s interest in entering the broader histopathology market and a possible equity investment in Ventana. On January 31, Mr. Gleeson sent Mr. Schwan an e-mail informing him that the Ventana Board of Directors had considered the concept proposed by Roche and was not interested in a situation that would result in another company obtaining an equity position in Ventana.

• On February 12, I sent you a letter in which I reiterated Roche’s strategic interest in entering the broader histopathology market and our desire to pursue a business combination transaction with Ventana. However, in your March 6 letter to me, you indicated that you and your board of directors were not interested in pursuing a strategic transaction with us.

• Last week, I requested an opportunity to meet with you to discuss a new proposal, which I subsequently outlined in my letter to you of June 18. However you have remained unwilling to engage in, or agree to, any meaningful discussion concerning our proposal, and were unwilling to take my call today.

We believe that our proposal presents a unique opportunity for Roche, Ventana and their respective stockholders. In light of the important stockholder interests at issue, Roche believes that it is imperative to continue to pursue this matter - notwithstanding your refusal to date to engage with us concerning a possible negotiated transaction. Accordingly, we will make this letter public simultaneously with my sending it to you.

We believe our proposal should be extremely attractive to your stockholders - in terms of price and certainty of closing. The price, with the large premium it represents, is a full and fair one. We have available cash and cash equivalents sufficient to complete the transaction (and we therefore will not require a financing condition) and do not believe there are any meaningful regulatory impediments. In addition, because we intend to seek to retain your excellent management team and employees and to maintain the company’s headquarters in Arizona, we believe it should be attractive to your management and employees.

While Roche continues to prefer a negotiated transaction with Ventana, our board of directors has authorized management to commence a tender offer to purchase all of the outstanding shares of common stock of Ventana for $75 per share in cash, which we intend to do promptly.

Very truly yours,

Franz B. Humer

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